Report of Foreign Issuer (6-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

Commission File Number 1-32591

SEASPAN CORPORATION

(Exact name of Registrant as specified in its Charter)

Unit 2, 2nd Floor

Bupa Centre

141 Connaught Road West

Hong Kong

China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(1). Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7). Yes ☐ No ☒

Item 1 — Information Contained in this Form 6-K Report

Attached as Exhibit I is Seaspan Corporation’s report on Form 6-K, or this Report, for the quarter ended March 31, 2017. This Report is hereby incorporated by reference into: the Registration Statement of Seaspan Corporation filed with the Securities and Exchange Commission, or the SEC, on May 30, 2008 on Form F-3D (Registration No. 333-151329), the Registration Statement of Seaspan Corporation filed with the SEC on March 31, 2011 on Form S-8 (Registration No. 333-173207), the Registration Statement of Seaspan Corporation filed with the SEC on June 20, 2013 on Form S-8 (Registration No. 333-189493), the Registration Statement of Seaspan Corporation filed with the SEC on April 24, 2012 on Form F-3 (Registration No. 333-180895), as amended on March 22, 2013, the Registration Statement of Seaspan Corporation filed with the SEC on April 29, 2014 on Form F-3 (Registration No. 333-195571), as amended on March 3, 2017 and April 19, 2017, the Registration Statement of Seaspan Corporation filed with the SEC on November 28, 2014 on Form F-3 (Registration No. 333-200639), as amended on March 3, 2017 and April 19, 2017, the Registration Statement of Seaspan Corporation filed with the SEC on November 28, 2014 on Form S-8 (Registration No. 333-200640), the Registration Statement of Seaspan Corporation filed with the SEC on March 12, 2015 on Form F-3D (Registration No. 333-202698), the Registration Statement of Seaspan Corporation filed with the SEC on May 23, 2016 on Form F-3 (Registration No. 333-211545), as amended on March 3, 2017, March 7, 2017 and April 19, 2017, and the Registration Statement of Seaspan Corporation filed with the SEC on June 24, 2016 on Form S-8 (Registration No. 333-212230).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SEASPAN CORPORATION

Date: April 28, 2017	By:	/s/ David Spivak
		David Spivak
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT I

SEASPAN CORPORATION
REPORT ON FORM 6-K FOR THE QUARTER ENDED MARCH 31, 2017

INDEX

PART I — FINANCIAL INFORMATION	1

Item 1 — Interim Consolidated Financial Statements (Unaudited)	1

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3 — Quantitative and Qualitative Disclosures About Market Risk	37

PART II — OTHER INFORMATION	39

Item 1 — Legal Proceedings	39

Item 1A — Risk Factors	39

Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 3 — Defaults Upon Senior Securities	39

Item 4 — Mine Safety Disclosures	39

Item 5 — Other Information	39
Item 6 — Exhibits	40

Unless we otherwise specify, when used in this Report, the terms “Seaspan”, the “Company”, “we”, “our” and “us” refer to Seaspan Corporation and its subsidiaries. References to our “Manager” are to Seaspan Management Services Limited and its wholly-owned subsidiaries which provide us with all of our technical, administrative and strategic services.

References to shipbuilders are as follows:

Shipbuilder		Reference
CSBC Corporation, Taiwan		CSBC
Jiangsu New Yangzi Shipbuilding Co., Ltd.		New Jiangsu
Jiangsu Yangzi Xinfu Shipbuilding Co., Ltd.		Jiangsu Xinfu
HHIC-PHIL INC.		HHIC

References to customers are as follows:

Customer		Reference
ANL Singapore Pte. Ltd. ⁽¹⁾		ANL
CMA CGM S.A.		CMA CGM
Cheng Lie Navigation Co., Ltd. ⁽¹⁾		CNC
China Shipping Container Lines (Asia) Co., Ltd. ⁽²⁾⁽³⁾		CSCL Asia
COSCO Shipping Lines Co., Ltd. ⁽³⁾⁽⁴⁾		COSCON
COSCO (Cayman) Mercury Co., Ltd. ⁽⁵⁾		COSCO Mercury
New Golden Sea Pte. Ltd. ⁽⁵⁾		COSCO New Golden Sea
Hapag-Lloyd AG		Hapag-Lloyd
Kawasaki Kisen Kaisha Ltd. ⁽⁶⁾		K-Line
Maersk Line A/S ⁽⁷⁾		Maersk
MSC Mediterranean Shipping Company S.A.		MSC
Mitsui O.S.K. Lines, Ltd. ⁽⁶⁾		MOL
Orient Overseas Container Line Ltd.		OOCL
Pacific International Lines (Pte) Ltd.		PIL
Simatech Marine S.A.		Simatech Marine
Yang Ming Marine Transport Corp.		Yang Ming Marine
ZIM Integrated Shipping Services Ltd.		ZIM

^{_____________________}

⁽¹⁾

A subsidiary of CMA CGM.

⁽²⁾

A subsidiary of China Shipping Container Lines Co., Ltd., or CSCL.

⁽³⁾

While we continue to charter our vessels to CSCL Asia and COSCON, CSCL Asia and COSCON merged their container shipping businesses in March 2016.

⁽⁴⁾

A subsidiary of China COSCO Holdings Company Limited.

⁽⁵⁾

A subsidiary of COSCON.

⁽⁶⁾

On October 31, 2016, MOL, K-Line and Nippon Yusen Kabushiki Kaisha announced they will integrate their container shipping businesses under a new joint venture company. This is expected to be effective in April 2018.

⁽⁷⁾

A subsidiary of A.P. Moeller Maersk A/S.

We use the term “twenty foot equivalent unit”, or TEU, the international standard measure of containers, in describing the capacity of our containerships, which are also referred to as our “vessels”. We identify the classes of our vessels by the approximate average TEU capacity of the vessels in each class. However, the actual TEU capacity of a vessel may differ from the approximate average TEU capacity of the vessels in such vessel’s class.

The information and the unaudited consolidated financial statements in this Report should be read in conjunction with the consolidated financial statements and related notes and the Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 20-F for the year ended December 31, 2016, filed with the U.S. Securities and Exchange Commission, or the SEC, on March 6, 2017, or our 2016 Annual Report. Unless otherwise indicated, all amounts in this Report are presented in U.S. dollars, or USD. We prepare our consolidated financial statements in accordance with United States generally accepted accounting principles, or U.S. GAAP.

iii

SEASPAN CORPORATION

PART I — FINANCIAL INFORMATION

ITEM 1 — INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEASPAN CORPORATION

Interim Consolidated Balance Sheets

(Unaudited)

(Expressed in thousands of United States dollars, except number of shares and par value amounts)

	March 31,			December 31,
	2017			2016
Assets
Current assets:
Cash and cash equivalents	$	295,648		$	367,901
Short-term investments		103			411
Accounts receivable (note 2)		22,831			30,793
Loans to affiliate (note 2)		57,266			62,414
Prepaid expenses and other		42,448			37,252
Fair value of financial instruments (note 15)		—			11,338
		418,296			510,109
Vessels (note 3)		4,851,657			4,883,849
Deferred charges (note 4)		66,472			68,099
Goodwill		75,321			75,321
Other assets		132,800			120,451
	$	5,544,546		$	5,657,829
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities	$	64,722		$	62,157
Current portion of deferred revenue (note 5)		26,880			28,179
Current portion of long-term debt (note 6)		370,354			314,817
Current portion of long-term obligations under capital lease (note 7)		30,535			27,824
Current portion of other long-term liabilities (note 8)		21,089			21,115
Fair value of financial instruments (note 15)		12,209			30,752
		525,789			484,844
Deferred revenue (note 5)		1,528			1,528
Long-term debt (note 6)		2,420,389			2,569,697
Long-term obligations under capital lease (note 7)		450,924			459,395
Other long-term liabilities (note 8)		191,682			195,104
Fair value of financial instruments (note 15)		195,380			200,012
Shareholders’ equity:
Share capital (note 9):
Preferred shares; $0.01 par value; 150,000,000 shares authorized; 32,751,629 shares issued and outstanding (2016 – 32,751,629)
Class A common shares; $0.01 par value; 200,000,000 shares authorized; 109,571,842 shares issued and outstanding (2016 – 105,722,646)		1,424			1,385
Treasury shares		(377	)		(367	)
Additional paid in capital		2,606,568			2,580,274
Deficit		(823,690	)		(807,496	)
Accumulated other comprehensive loss		(25,071	)		(26,547	)
		1,758,854			1,747,249
	$	5,544,546		$	5,657,829

Commitments and contingencies (note 13)

Subsequent events (note 16)

See accompanying notes to interim consolidated financial statements.

SEASPAN CORPORATION

Interim Consolidated Statements of Operations

(Unaudited)

(Expressed in thousands of United States dollars, except per share amounts)

	Three months ended March 31,
	2017			2016
Revenue	$	201,321		$	215,523
Operating expenses:
Ship operating		45,607			47,607
Cost of services, supervision fees		—			1,300
Depreciation and amortization		49,946			58,837
General and administrative		7,489			7,793
Operating leases (note 8)		26,510			14,851
Expenses related to customer bankruptcy		1,013			—
		130,565			130,388
Operating earnings		70,756			85,135
Other expenses (income):
Interest expense and amortization of deferred financing fees		28,468			30,143
Interest income		(1,172	)		(3,077	)
Undrawn credit facility fees		630			412
Change in fair value of financial instruments (note 15)		3,417			52,151
Equity income on investment		(887	)		(1,800	)
Other expenses		277			178
		30,733			78,007
Net earnings	$	40,023		$	7,128
Earnings (loss) per share (note 10):
Class A common share, basic and diluted	$	0.22		$	(0.06	)

See accompanying notes to interim consolidated financial statements.

SEASPAN CORPORATION

Interim Consolidated Statements of Comprehensive Income

(Unaudited)

(Expressed in thousands of United States dollars)

	Three months ended March 31,
	2017		2016
Net earnings	$	40,023	$	7,128
Other comprehensive income:
Amounts reclassified to net earnings during the period relating to cash flow hedging instruments (note 15 (c))		1,476		1,061
Comprehensive income	$	41,499	$	8,189

See accompanying notes to interim consolidated financial statements.

SEASPAN CORPORATION

Interim Consolidated Statements of Shareholders’ Equity

(Unaudited)

(Expressed in thousands of United States dollars, except number of shares)

Three months ended March 31, 2017 and year ended December 31, 2016

	Number of																															Accumulated
	common			Number of																						Additional						other			Total
	shares			preferred shares													Common			Preferred			Treasury			paid-in						comprehensive			shareholders’
	Class A			Series C			Series D		Series E		Series F		Series G		Series H		shares			shares			shares			capital			Deficit			loss			equity
Balance, December 31, 2015		98,622,160			13,321,774			4,981,029		5,370,600		—		—		—	$	986		$	237		$	(356	)	$	2,266,661		$	(460,425	)	$	(30,920	)	$	1,776,183
Net loss		—			—			—		—		—		—		—		—			—			—			—			(139,039	)		—			(139,039	)
Other comprehensive income		—			—			—		—		—		—		—		—			—			—			—			—			4,373			4,373
Series F preferred shares issued		—			—			—		—		5,600,000		—		—		—			56			—			139,944			—			—			140,000
Series G preferred shares issued		—			—			—		—		—		7,800,000		—		—			78			—			194,466			—			—			194,544
Series H preferred shares issued		—			—			—		—		—		—		9,000,000		—			90			—			224,910			—			—			225,000
Class A common shares issued		6,770,408			—			—		—		—		—		—		68			—			—			99,457			—			—			99,525
Fees and expenses in connection with issuance of common and preferred shares		—			—			—		—		—		—		—		—			—			—			(21,797	)		—			—			(21,797	)
Dividends on Class A common shares		—			—			—		—		—		—		—		—			—			—			—			(152,915	)		—			(152,915	)
Dividends on preferred shares		—			—			—		—		—		—		—		—			—			—			—			(53,630	)		—			(53,630	)
Amortization of Series C preferred share issuance costs		—			—			—		—		—		—		—		—			—			—			116			(116	)		—			—
Shares issued through dividend reinvestment program		286,009			—			—		—		—		—		—		3			—			—			4,356			—			—			4,359
Share-based compensation expense (note 11): Restricted Class A common shares, phantom share units, stock appreciation rights, restricted stock units and performance stock units		164,235			—			—		—		—		—		—		2			—			—			6,226			—			—			6,228
Other share-based compensation		446,643			—			—		—		—		—		—		4			—			—			7,139			(1,371	)		—			5,772
Common shares repurchased, including related expenses		(564,270	)		—			—		—		—		—		—		(6	)		—			—			(8,263	)		—			—			(8,269	)
Preferred shares redeemed, including related expenses		—			(13,321,774	)		—		—		—		—		—		—			(133	)		—			(332,941	)		—			—			(333,074	)
Treasury shares		(2,539	)		—			—		—		—		—		—		—			—			(11	)		—			—			—			(11	)
Balance, December 31, 2016, carried forward		105,722,646			—			4,981,029		5,370,600		5,600,000		7,800,000		9,000,000	$	1,057		$	328		$	(367	)	$	2,580,274		$	(807,496	)	$	(26,547	)	$	1,747,249

See accompanying notes to consolidated financial statements.

SEASPAN CORPORATION

Interim Consolidated Statements of Shareholders’ Equity (Continued)

(Unaudited)

(Expressed in thousands of United States dollars, except number of shares)

Three months ended March 31, 2017 and year ended December 31, 2016

	Number of																												Accumulated
	common			Number of																			Additional						other			Total
	shares			preferred shares												Common		Preferred		Treasury			paid-in						comprehensive			shareholders’
	Class A			Series C		Series D		Series E		Series F		Series G		Series H		shares		shares		shares			capital			Deficit			loss			equity
Balance, December 31, 2016, carried forward		105,722,646			—		4,981,029		5,370,600		5,600,000		7,800,000		9,000,000	$	1,057	$	328	$	(367	)	$	2,580,274		$	(807,496	)	$	(26,547	)	$	1,747,249
Net earnings		—			—		—		—		—		—		—		—		—		—			—			40,023			—			40,023
Other comprehensive income		—			—		—		—		—		—		—		—		—		—			—			—			1,476			1,476
Class A common shares issued		3,700,000			—		—		—		—		—		—		37		—		—			24,630			—			—			24,667
Fees and expenses in connection with issuance of common shares		—			—		—		—		—		—		—		—		—		—			(763	)		—			—			(763	)
Dividends on Class A common shares		—			—		—		—		—		—		—		—		—		—			—			(39,695	)		—			(39,695	)
Dividends on preferred shares		—			—		—		—		—		—		—		—		—		—			—			(16,105	)		—			(16,105	)
Shares issued through dividend reinvestment program		41,446			—		—		—		—		—		—		1		—		—			416			—			—			417
Share-based compensation expense (note 11): Restricted Class A common shares, phantom share units, stock appreciation rights, restricted stock units and performance stock units		89,159			—		—		—		—		—		—		1		—		—			1,843			—			—			1,844
Other share-based compensation		19,574			—		—		—		—		—		—		—		—		—			168			(417	)		—			(249	)
Treasury shares		(983	)		—		—		—		—		—		—		—		—		(10	)		—			—			—			(10	)
Balance, March 31, 2017		109,571,842			—		4,981,029		5,370,600		5,600,000		7,800,000		9,000,000	$	1,096	$	328	$	(377	)	$	2,606,568		$	(823,690	)	$	(25,071	)	$	1,758,854

See accompanying notes to interim consolidated financial statements.

SEASPAN CORPORATION

Interim Consolidated Statements of Cash Flows

(Unaudited)

(Expressed in thousands of United States dollars)

	Three months ended March 31,
	2017			2016
Cash from (used in):
Operating activities:
Net earnings	$	40,023		$	7,128
Items not involving cash:
Depreciation and amortization		49,946			58,837
Share-based compensation (note 11)		1,881			946
Amortization of deferred financing fees		3,028			3,311
Amounts reclassified from other comprehensive loss to interest expense		1,279			811
Unrealized change in fair value of financial instruments		(12,148	)		28,859
Equity income on investment		(887	)		(1,800	)
Operating leases		(5,267	)		(3,866	)
Other		78			24
Changes in assets and liabilities:
Accounts receivable		5,513			(5,366	)
Lease receivable		—			5,278
Prepaid expenses and other		(7,782	)		(478	)
Other assets and deferred charges		(1,830	)		(12,077	)
Accounts payable and accrued liabilities		5,674			(757	)
Deferred revenue		(1,299	)		(2,948	)
Fair value of financial instruments		(1,291	)		—
Cash from operating activities		76,918			77,902
Financing activities:
Common shares issued, net of issuance costs		23,904			—
Draws on credit facilities		—			140,000
Repayment of credit facilities		(95,530	)		(90,520	)
Repayment of long-term obligations under capital lease		(6,365	)		(6,041	)
Common shares repurchased, including related expenses		—			(8,269	)
Senior unsecured notes repurchased, including related expenses		(457	)		—
Financing fees		—			(1,610	)
Dividends on common shares		(39,278	)		(35,570	)
Dividends on preferred shares		(16,105	)		(13,154	)
Proceeds from sale-leaseback of vessel		—			110,000
Cash from (used in) financing activities		(133,831	)		94,836
Investing activities:
Expenditures for vessels		(11,908	)		(117,424	)
Short-term investments		308			1,054
Restricted cash		(6,207	)		—
Loans to affiliate (note 2)		(795	)		(13,550	)
Repayments of loans to affiliate (note 2)		3,165			—
Other assets		97			(87	)
Cash used in investing activities		(15,340	)		(130,007	)
Increase (decrease) in cash and cash equivalents		(72,253	)		42,731
Cash and cash equivalents, beginning of period		367,901			215,520
Cash and cash equivalents, end of period	$	295,648		$	258,251

Supplemental cash flow information (note 12)

See accompanying notes to interim consolidated financial statements.

SEASPAN CORPORATION

Notes to Interim Consolidated Financial Statements

For the three months ended March 31, 2017 and 2016

(Unaudited)

(Tabular amounts in thousands of United States dollars, except per share amount and number of shares)

1.	Significant accounting policies:

(a)

Basis of presentation:

The accompanying interim financial information of Seaspan Corporation (the “Company”) has been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), on a basis consistent with those followed in the December 31, 2016 audited annual consolidated financial statements. The accompanying interim financial information is unaudited and reflects all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods presented. These unaudited interim consolidated financial statements do not include all the disclosures required under U.S. GAAP for annual financial statements and should be read in conjunction with the December 31, 2016 annual consolidated financial statements filed with the U.S. Securities and Exchange Commission in the Company’s 2016 Annual Report on Form 20-F.

Certain prior periods’ information has been reclassified to conform with current financial statement presentation.

(b)

Recent accounting developments:

In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”), 2017-04, “Simplifying the Test for Goodwill Impairment”. ASU 2017-04 eliminates the need to determine the fair value of individual assets and liabilities of a reporting unit to measure the goodwill impairment. The goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The revised guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is evaluating the revised guidance to determine the impact it will have on its consolidated financial statements.

2 .	Related party transactions:

(a)

At March 31, 2017, the Company had $57,266,000 (December 31, 2016 – $62,414,000) due from Greater China Intermodal Investments LLC (“GCI”), its equity investee, recorded as loans to affiliate. This amount includes the following:

•

The Company had $57,266,000 (December 31, 2016 – $57,266,000) due from GCI for payments made in connection with vessels that GCI will acquire pursuant to shipbuilding contracts acquired by GCI pursuant to a previously applicable right of first refusal. These loans bear interest at rates ranging from 5% to 6% per annum. The Company may request repayment of these loans with 45 days notice.

•

There was no interest receivable on these amounts (December 31, 2016 – $5,148,000).

The Company also had no amounts (December 31, 2016 – $6,385,000) due from GCI included in accounts receivable and $4,234,000 (December 31, 2016 – $2,780,000) due to GCI included in accounts payable and accrued liabilities.

The Company also had $718,000 (December 31, 2016 – $655,000) due from other related parties included in accounts receivable and $1,200,000 (December 31, 2016 - $1,395,000) due to other related parties included in accounts payable and accrued liabilities.

SEASPAN CORPORATION

Notes to Interim Consolidated Financial Statements

For the three months ended March 31, 2017 and 2016

(Unaudited)

(Tabular amounts in thousands of United States dollars, except per share amount and number of shares)

2 .	Related party transactions (continued):

(b)

The Company incurred the following income or expenses with related parties:

	Three months ended March 31,
	2017		2016
Fees incurred:
Arrangement fees	$	—	$	880
Transaction fees		65		1,278
Income earned:
Interest income		795		2,967
Management fees		1,063		1,074
Supervision fees		—		1,300

The income or expenses with related parties relate to amounts paid to or received from individuals or entities that are associated with the Company’s directors or officers and these transactions are governed by pre-arranged contracts.

Arrangement fees are paid to a company controlled by a former director (who resigned from the board of directors in April 2017) in connection with services associated with debt or lease financings and are generally recorded as deferred financing fees and amortized over the term of the related debt or lease.

Transaction fees are paid to the Company’s chief executive officer in connection with services he provided related to newbuild contracts and purchase or sale contracts, and these fees are capitalized to vessels.

Arrangement fees and transaction fees are paid either in cash or, at the Company’s discretion, a combination of cash and up to 50% in the Company’s common shares (note 11(b)).

Interest income is earned on loans to affiliate.

Management fees are earned from GCI for the management of GCI’s vessels and are included in revenue.

Supervision fees are earned from GCI for the management of GCI’s newbuild vessels and are included in revenue.

SEASPAN CORPORATION

Notes to Interim Consolidated Financial Statements

For the three months ended March 31, 2017 and 2016

(Unaudited)

(Tabular amounts in thousands of United States dollars, except per share amount and number of shares)

3 .

Vessels:

			Accumulated		Net book
March 31, 2017	Cost		depreciation		value
Vessels	$	6,133,957	$	1,592,744	$	4,541,213
Vessels under construction		310,444		—		310,444
Vessels	$	6,444,401	$	1,592,744	$	4,851,657

			Accumulated		Net book
December 31, 2016	Cost		depreciation		value
Vessels	$	6,126,220	$	1,548,553	$	4,577,667
Vessels under construction		306,182		—		306,182
Vessels	$	6,432,402	$	1,548,553	$	4,883,849

During the three months ended March 31, 2017, the Company capitalized interest costs of $2,860,000 (March 31, 2016 - $1,451,000) to vessels under construction.

4.	Deferred charges:

				Financing
	Dry-docking			fees			Total
December 31, 2016	$	49,037		$	19,062		$	68,099
Cost incurred		1,802			—			1,802
Amortization expensed		(2,940	)		(489	)		(3,429	)
March 31, 2017	$	47,899		$	18,573		$	66,472

5.	Deferred revenue:

	March 31,			December 31,
	2017			2016
Deferred revenue on time charters	$	25,580		$	26,879
Other deferred revenue		2,828			2,828
Deferred revenue		28,408			29,707
Current portion		(26,880	)		(28,179	)
Deferred revenue	$	1,528		$	1,528

SEASPAN CORPORATION

Notes to Interim Consolidated Financial Statements

For the three months ended March 31, 2017 and 2016

(Unaudited)

(Tabular amounts in thousands of United States dollars, except per share amount and number of shares)

6 .	Long-term debt:

	March 31,			December 31,
	2017			2016
Long-term debt:
Revolving credit facilities	$	946,604		$	958,304
Term loan credit facilities		1,516,255			1,600,085
Senior unsecured notes		344,543			345,000
Deferred financing fees		(16,659	)		(18,875	)
Long-term debt		2,790,743			2,884,514
Current portion		(370,354	)		(314,817	)
Long-term debt	$	2,420,389		$	2,569,697

In March 2017, the Company entered into a repurchase plan for up to $10,000,000 of its senior unsecured notes which mature in April 2019. During March 2017, the Company repurchased 18,261 senior unsecured notes, which are issued in denominations of $25 per note, for approximately $457,000.

At March 31, 2017, the one month average LIBOR was 1.0% (December 31, 2016 – 0.8%) and the margins ranged between 0.5% and 1.3% (December 31, 2016 – 0.5% and 1.3%) for revolving credit facilities. The weighted average rate of interest, including the margin, for our revolving credit facilities was 1.6% at March 31, 2017 (December 31, 2016 – 1.4%). Interest payments are made monthly.

At March 31, 2017, the one month, three month and six month average LIBOR was 0.8%, 1.1% and 1.4%, respectively (December 31, 2016 – 0.8%, 1.0% and 1.2%, respectively) and the margins ranged between 0.4% and 4.8% (December 31, 2016 – 0.4% and 4.8%) for term loan credit facilities.

For certain of our term loan credit facilities with a total principal outstanding of $87,867,000, interest is calculated based on the Export-Import Bank of Korea (KEXIM) rate plus 0.7% per annum.

The weighted average rate of interest, including the margin, was 3.3% at March 31, 2017 (December 31, 2016 – 3.2%) for term loan credit facilities. Interest payments are made in monthly, quarterly or semi-annual payments.

The security for each of these credit facilities, except for unsecured loans, are consistent with those described in note 10(d) of the Company’s audited annual consolidated financial statements as at and for the year ended December 31, 2016.

For one of the Company’s term loan credit facilities, the Company has obtained a waiver from the lender extending the grace period for securing acceptable replacement charters for two of the vessels to the fourth quarter of 2017. These two vessels were placed into short-term charters in April 2017, on current market terms, each of which could extend beyond the fourth quarter of 2017. The Company has determined that it is not probable that it will be able to secure acceptable replacement charters by the fourth quarter of 2017 and, as a result, has classified the entire outstanding balance of the loan as current at March 31, 2017. The Company intends on requesting a waiver from the lender to further extend the grace period beyond the fourth quarter of 2017.

Each credit facility contains financial covenants requiring the Company to maintain minimum liquidity, tangible net worth, interest coverage ratios, interest and principal coverage ratios, and debt-to-assets ratios, as defined. The Company is in compliance with these covenants at March 31, 2017.

SEASPAN CORPORATION

Notes to Interim Consolidated Financial Statements

For the three months ended March 31, 2017 and 2016

(Unaudited)

(Tabular amounts in thousands of United States dollars, except per share amount and number of shares)

7.	Long-term obligations under capital lease:

	March 31,			December 31,
	2017			2016
Long-term obligations under capital lease		492,419			498,784
Deferred financing fees		(10,960	)		(11,565	)
Long-term obligations under capital lease		481,459			487,219
Current portion		(30,535	)		(27,824	)
Long-term obligations under capital lease	$	450,924		$	459,395

8.	Other long-term liabilities:

	March 31,			December 31,
	2017			2016
Deferred gain on sale-leasebacks		189,397			194,322
Other		23,374			21,897
Other long-term liabilities		212,771			216,219
Current portion		(21,089	)		(21,115	)
Other long-term liabilities	$	191,682		$	195,104

9.	Share capital:

Common shares:

In March 2017, the Company entered into an equity distribution agreement with sales agents under which the Company may, from time to time, issue Class A common shares in one or more at-the-market (“ATM”) offerings up to an aggregate of $75,000,000 in gross sales proceeds. During March 2017, the Company issued a total of 3,700,000 Class A common shares under the ATM offerings for gross proceeds of $24,667,000.

Preferred shares:

At March 31, 2017, the Company had the following preferred shares outstanding:

					Liquidation preference
	Shares				March 31,		December 31,
Series	Authorized		Issued		2017		2016
A		315,000		—	$	—	$	—
B		260,000		—		—		—
C		40,000,000		—		—		—
D		20,000,000		4,981,029		124,526		124,526
E		15,000,000		5,370,600		134,265		134,265
F		20,000,000		5,600,000		140,000		140,000
G		15,000,000		7,800,000		195,000		195,000
H		15,000,000		9,000,000		225,000		225,000
R		1,000,000		—		—		—

SEASPAN CORPORATION

Notes to Interim Consolidated Financial Statements

For the three months ended March 31, 2017 and 2016

(Unaudited)

(Tabular amounts in thousands of United States dollars, except per share amount and number of shares)

10.	Earnings (loss) per share (“EPS”):

	Three months ended March 31, 2017							Three months ended March 31, 2016
	Earnings (numerator)			Shares (denominator)		Per share amount		Earnings (numerator)			Shares (denominator)		Per share amount
Net earnings	$	40,023						$	7,128
Less preferred share dividends:
Series C		—							(8,026	)
Series D		(2,475	)						(2,475	)
Series E		(2,769	)						(2,769	)
Series F		(2,433	)						—
Series G		(3,998	)						—
Series H		(4,430	)						—
Basic EPS:
Earnings (loss) attributable to common shareholders	$	23,918			106,721,000	$	0.22	$	(6,142	)		97,752,000	$	(0.06	)
Effect of dilutive securities:
Share-based compensation		—			71,000				—			—
Diluted EPS ⁽¹⁾ :
Earnings (loss) attributable to common shareholders	$	23,918			106,792,000	$	0.22	$	(6,142	)		97,752,000	$	(0.06	)

⁽¹⁾

Shares of Class A common stock issuable upon the exercise of unexercised share-based compensation awards and or upon conversion of convertible Series F preferred shares are not included in the computation of diluted EPS when their effects are anti-dilutive.

11.	Share-based compensation:

A summary of the Company’s outstanding restricted shares, phantom share units, stock appreciation rights (“SARs”) and restricted stock units as of and for the three months ended March 31, 2017 is presented below:

	Restricted shares					Phantom share units				Stock appreciation rights				Restricted stock units
	Number of shares			W.A. grant date FV		Number of units		W.A. grant date FV		Number of SARs		W.A. grant date FV		Number of units			W.A. grant date FV
December 31, 2016		56,861		$	15.48		637,001	$	14.55		2,438,197	$	2.29		523,387		$	16.71
Granted		89,159			9.53		90,000		6.85		—		—		—			—
Vested		(56,861	)		15.48		—		—		—		—		—			—
Cancelled		—			—		—		—		—		—		(319	)		14.73
March 31, 2017		89,159		$	9.53		727,001	$	13.60		2,438,197	$	2.29		523,068		$	16.71

During the three months ended March 31, 2017, the Company amortized $1,844,000 (March 31, 2016 - $796,000) in compensation cost related to the above share-based compensation awards.

At March 31, 2017, there was $14,145,000 (December 31, 2016 – $14,527,000) of total unamortized compensation costs relating to unvested share-based compensation awards, which costs are expected to be recognized over a weighted-average period of 25 months.

At March 31, 2017, there were 1,069,284 (December 31, 2016 – 1,253,635) shares remaining for issuance under the Company’s Stock Incentive Plan, as amended.

SEASPAN CORPORATION

Notes to Interim Consolidated Financial Statements

For the three months ended March 31, 2017 and 2016

(Unaudited)

(Tabular amounts in thousands of United States dollars, except per share amount and number of shares)

11.	Share-based compensation (continued):

(a)

Restricted shares and phantom share units:

Class A common shares are issued on a one-for-one basis in exchange for the cancellation of vested restricted shares and phantom share units. The restricted shares generally vest over one year and the phantom share units generally vest over three years. During the three months ended March 31, 2017, the fair value of restricted shares vested was $880,000 (March 31, 2016 – $827,000).

As vested outstanding phantom share units are only exchanged for common shares upon written notice from the holder, the phantom share units that are exchanged for common shares may include units that vested in prior periods. At March 31, 2017, 587,001 (December 31, 2016 – 537,001) of the outstanding phantom share units were vested and available for exchange by the holder.

(b)

Other share-based awards:

During the three months ended March 31, 2017, the Company did not incur any arrangement fees. During the three months ended March 31, 2016, the Company incurred $880,000 in arrangement fees that were primarily capitalized to deferred financing fees, of which $440,000 were paid in Class A common shares (note 2).

During the three months ended March 31, 2017, the Company incurred $65,000 (March 31, 2016 – $1,278,000) in transaction fees that were capitalized to vessels, of which $33,000 (March 31, 2016 – $639,000) were paid in Class A common shares (note 2).

During the three months ended March 31, 2017, the Company also recognized $150,000 (March 31, 2016 – $150,000) in share-based compensation expenses related to the accrued portion of a performance based-bonus that may be settled in stock-based awards in future periods. The number of shares issued under each of these arrangements is based on volume weighted-average share prices as defined in the underlying agreements.

12.	Supplemental cash flow information:

	Three months ended March 31,
	2017		2016
Interest paid	$	28,003	$	27,930
Interest received		3,352		108
Undrawn credit facility fee paid		642		660
Non-cash transactions:
Dividend reinvestment		417		1,310
Arrangement and transaction fees settled in shares		130		1,211
Capital contribution through settlement of loans to affiliate		2,778		—
Offset of swaption against swap liability termination		10,852		—

SEASPAN CORPORATION

Notes to Interim Consolidated Financial Statements

For the three months ended March 31, 2017 and 2016

(Unaudited)

(Tabular amounts in thousands of United States dollars, except per share amount and number of shares)

13.	Commitments and contingencies:

(a)

At March 31, 2017, the minimum future revenues to be received on committed time-charter party agreements and interest income from direct financing leases are approximately:

Remainder of 2017	$	606,706
2018		790,423
2019		762,757
2020		722,548
2021		650,843
Thereafter		1,446,494
	$	4,979,771

The minimum future revenues are based on 100% utilization, relate to committed time-charter party agreements currently in effect and assume no renewals or extensions.

(b)

At March 31, 2017, based on the contractual delivery dates, the Company has outstanding commitments for installment payments for vessels under construction as follows:

Remainder of 2017	$	319,082
2018		149,900
	$	468,982

(c)

At March 31, 2017, the commitment under operating leases for vessels is $1,314,327,000 for the remainder of 2017 to 2028 and office space is $9,283,000 for 2017 to 2024. Total commitments under these leases are as follows:

Remainder of 2017	$	98,768
2018		132,414
2019		133,369
2020		134,298
2021		135,941
Thereafter		688,820
		1,323,610

14.	Concentrations:

The Company’s revenue is derived from the following customers:

	Three months ended March 31,
	2017		2016
COSCON ⁽¹⁾	$	77,095	$	83,429
Yang Ming		32,064		25,224
MOL		30,337		26,090
CSCL Asia ⁽¹⁾		23,657		20,922
Hapag-Lloyd		9,180		21,767
Other		28,988		38,091
	$	201,321	$	215,523

⁽¹⁾

While the Company continues to charter vessels separately to CSCL Asia and COSCON, CSCL Asia and COSCON merged their container shipping business in March 2016.

SEASPAN CORPORATION

Notes to Interim Consolidated Financial Statements

For the three months ended March 31, 2017 and 2016

(Unaudited)

(Tabular amounts in thousands of United States dollars, except per share amount and number of shares)

15.	Financial instruments:

(a)

Fair value:

The carrying values of cash and cash equivalents, short-term investments, restricted cash, accounts receivable, loans to affiliate and accounts payable and accrued liabilities approximate their fair values because of their short term to maturity. As of March 31, 2017, the fair value of the Company’s revolving and term loan credit facilities, excluding deferred financing fees is $2,326,225,000 (December 31, 2016 - $2,418,586,000) and the carrying value is $2,462,859,000 (December 31, 2016 - $2,558,389,000). As of March 31, 2017, the fair value of the Company’s long-term obligations under capital lease, excluding deferred financing fees, is $492,216,000 (December 31, 2016 - $498,357,000) and the carrying value is $492,419,000 (December 31, 2016 - $498,784,000). The fair value of the revolving and term loan credit facilities and long-term obligations under capital lease, excluding deferred financing fees, are estimated based on expected principal repayments and interest, discounted by relevant forward rates plus a margin appropriate to the credit risk of the Company. Therefore, the Company has categorized the fair value of these financial instruments as Level 3 in the fair value hierarchy.

As of March 31, 2017, the fair value of the Company’s senior unsecured notes is $345,922,000 (December 31, 2016 – $347,898,000) and the carrying value is $344,543,000 (December 31, 2016 – $345,000,000). The fair value of senior unsecured notes is calculated based on a quoted price that is readily and regularly available in an active market. Therefore, the Company has categorized the fair value of these financial instruments as Level 1 in the fair value hierarchy.

The Company’s interest rate derivative financial instruments are re-measured to fair value at the end of each reporting period. The fair values of the interest rate derivative financial instruments have been calculated by discounting the future cash flow of both the fixed rate and variable rate interest rate payments. The discount rate was derived from a yield curve created by nationally recognized financial institutions adjusted for the associated credit risk. The fair values of the interest rate derivative financial instruments are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Therefore, the Company has categorized the fair value of these derivative financial instruments as Level 2 in the fair value hierarchy.

SEASPAN CORPORATION

Notes to Interim Consolidated Financial Statements

For the three months ended March 31, 2017 and 2016

(Unaudited)

(Tabular amounts in thousands of United States dollars, except per share amount and number of shares)

15.	Financial instruments (continued):

(b)

Interest rate derivative financial instruments:

As of March 31, 2017, the Company had the following outstanding interest rate derivatives:

Fixed per annum rate swapped for LIBOR		Notional amount as of March 31, 2017		Maximum notional amount ⁽¹⁾		Effective date	Ending date
	5.6400%	$	645,970	$	645,970	August 31, 2007	August 31, 2017	⁽²⁾
	5.4200%		416,053		416,053	September 6, 2007	May 31, 2024
	5.6000%		148,800		148,800	June 23, 2010	December 23, 2021	⁽²⁾
	5.9450%		107,301		107,301	January 30, 2014	May 31, 2019
	5.8700%		—		620,390	August 31, 2017	November 28, 2025

⁽ ¹⁾

Over the term of the interest rate swaps, the notional amounts increase and decrease. These amounts represent the peak notional amounts over the remaining term of the swap.

⁽²⁾

Prospectively de-designated as an accounting hedge in 2008.

If interest rates remain at their current levels, the Company expects that $36,568,000 would be settled in cash in the next 12 months on interest rate swaps maturing after March 31, 2018. The amount of the actual settlement may be different depending on the interest rate in effect at the time settlements are made.

The Company had entered into two swaption agreements with a bank. The interest rate swaps underlying both swaptions had notional amounts of $200,000,000 and the same expiration dates. During the year ended December 31, 2016, the Company restructured the swaption agreements which resulted in an asset of $11,300,000 to the Company. During the three months ended March 31, 2017, the Company offset the settlement of the restructured swaption agreement against the early termination of the 5.26% swap.

(c)

Fair value of asset and liability derivatives:

The following provides information about the Company’s derivatives:

	March 31,		December 31,
	2017		2016
Fair value of financial instruments asset	$	—	$	11,338
Fair value of financial instruments liability		207,589		230,764

SEASPAN CORPORATION

Notes to Interim Consolidated Financial Statements

For the three months ended March 31, 2017 and 2016

(Unaudited)

(Tabular amounts in thousands of United States dollars, except per share amount and number of shares)

15.	Financial instruments (continued):

The following table provides information about gains and losses included in net earnings and reclassified from accumulated other comprehensive loss (“AOCL”) into earnings:

	Three months ended March 31,
	2017			2016
Loss on derivatives recognized in net earnings:
Change in fair value of financial instruments	$	(3,417	)	$	(52,151	)
Loss reclassified from AOCL to net earnings ⁽¹⁾
Interest expense		(1,279	)		(811	)
Depreciation and amortization		(197	)		(250	)

⁽¹⁾

The effective portion of changes in unrealized loss on interest rate swaps was recorded in accumulated other comprehensive income until September 30, 2008 when these contracts were de-designated as accounting hedges. The amounts in accumulated other comprehensive income will be recognized in earnings when and where the previously hedged interest is recognized in earnings.

The estimated amount of AOCL expected to be reclassified to net earnings within the next 12 months is approximately $1,524,000.

16.	Subsequent events:

(a)

On April 11, 2017, the Company declared quarterly dividends of $0.496875, $0.515625, $0.434375 $0.512500 and $0.492188 per Series D, Series E, Series F, Series G and Series H preferred share, respectively, representing a total distribution of $16,104,000. The dividends will be paid on May 1, 2017 to all shareholders of record on April 28, 2017.

(b)

On April 11, 2017, the Company declared a quarterly dividend of $0.125 per common share. The dividend will be paid on May 1, 2017 to all shareholders of record as of April 20, 2017. At April 20, 2017 approximately 54.3% of the Company’s issued and outstanding common shares were either formally enrolled in the Company’s dividend reinvestment plan or subject to other arrangements under which the holder agreed to reinvest dividends on the same terms and conditions as the Company’s dividend reinvestment plan. The Company will settle $7,265,000 of the common share quarterly dividend in common shares, and will pay the remainder in cash.

(c)

Effective April 10, 2017, a financial services agreement with a company controlled by a former director was terminated. Pursuant to that termination, the Company paid an early termination payment of $6,250,000 in 945,537 in shares of its Class A common stock.

(d)

Effective April 9, 2017, the chief executive officer’s employment agreement was amended to eliminate transaction fees.

ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Overview

We are a leading independent charter owner and manager of containerships, which we charter primarily pursuant to long-term, fixed-rate time charters with major container liner companies. As of March 31, 2017, we operated a fleet of 88 containerships and have entered into contracts for the purchase of an additional eight newbuilding containerships which have scheduled delivery dates through May 2018. Six of these newbuilding containerships will commence operation under long-term, fixed-rate charters upon delivery. We expect to enter into long-term time charter contracts for the remaining newbuilding containerships in the future. As of March 31, 2017, the average age of the 88 vessels in our operating fleet was approximately six years, on a TEU-weighted basis.

We primarily deploy our vessels on long-term, fixed-rate time charters to take advantage of the stable cash flow and high utilization rates that are typically associated with long-term time charters. As of March 31, 2017, the charters on the 88 vessels in our operating fleet had an average remaining term of approximately five years, on a TEU-weighted basis, excluding the effect of any charterers’ options to extend certain time charters.

Customers for our operating fleet as at March 31, 2017 were as follows:

	Customers for Current Fleet
	ANL
	CMA CGM
	CNC
	COSCON
	COSCO Mercury
	COSCO New Golden Sea
	CSCL Asia
	Hapag-Lloyd
	K-Line
	Maersk
	MOL
	OOCL
	PIL
	Simatech Marine
	Yang Ming Marine
	ZIM

	Customers for Additional Six Vessel Deliveries Subject to Charter Contracts
	MSC
	Yang Ming Marine

Our primary objective is to continue to grow our business through accretive vessel acquisitions as market conditions allow. Please read “Our Fleet” for more information about our vessels and time-charter contracts. Most of our customers’ containership business revenues are derived from the shipment of goods from the Asia Pacific region, primarily China, to various overseas export markets in the United States and in Europe.

Significant Developments

Vessel Acquisition

In January 2017, we accepted delivery of one 4250 TEU vessel, the Seaspan Alps, that we purchased in December 2016.

At-the-Market Offering of Class A Common Shares

In March 2017, we entered into an equity distribution agreement under which we may, from time to time issue Class A common shares in at-the-market, or ATM, offerings for up to an aggregate of $75.0 million. During March 2017, we issued a total of 3,700,000 Class A common shares under the ATM offerings for gross proceeds of approximately $24.7 million.

6.375% Senior Unsecured Notes Repurchase Plan

In March 2017, we entered into a repurchase plan for up to $10.0 million of our 6.375% Senior Unsecured Notes, or our Notes, which mature in April 2019. During the three months ended March 31, 2017, we repurchased 18,261 Notes under this plan for approximately $0.5 million.

Deferral of Newbuilds

In March 2017, we entered into an amendment agreement with New Jiangsu and Jiangsu Xinfu to defer the delivery of two 10000 TEU newbuilding containerships, originally scheduled for delivery in the first and third quarters of 2017, to the first and second quarters of 2018.

Recent Developments

Changes to the Board of Directors

In April 2017, our board of directors appointed Larry Simkins, Chief Executive Officer and Director of the Washington Companies, or WashCo, to our board to replace Graham Porter, who resigned as a Director to focus on other personal and professional commitments. In addition, at the April 24, 2017 board meeting after our 2017 Annual General Meeting of shareholders, our board of directors expanded the board from eight to nine members and appointed David Sokol, also a Director of WashCo and an experienced executive, to the board.

Creation of Executive Committee; Related Bylaws Amendments

In April 2017, our board created an Executive Committee, which currently consists of Messrs. Simkins and Sokol and our chief executive officer, Gerry Wang. The Executive Committee will work closely with management, and provide advice to the board on our activities, including financings, budgeting and operations. The specific purpose of the committee is to support the efficient functioning of the board by (1) identifying, evaluating and coordinating, on behalf of the board, such matters as the committee determines should be preliminary considered by it prior to consideration of such matters by the full board, and advising the board on such matters, (2) monitoring the transition of executive officers and members of senior management and recommending to the board any proposed hiring and firing of the chief executive officer and approving the hiring and firing by the chief executive officer of any other senior management member unless such proposed hiring or firing is otherwise approved, rejected or directed by the board following notice to the board, (3) advising senior management with respect to capital formation and liquidity needs, (4) aiding the board in handling matters as to which, subject to applicable law, the board may expressly delegate authority to approve to the committee from time to time, and (5) reviewing and providing input to senior management regarding material company policies, plans or proposals prior to submission of such items to the full board for consideration. The committee will only advise or recommend to the board matters or actions, and not approve any matters or actions unless expressly delegated to the committee by the board or expressly set forth in the committee charter. The board’s Governance and Conflicts Committee will continue to review and approve related party transactions. A copy of the Executive Committee’s charter is available under “Corporate Governance” in the Investor Relations section of our website at www.seaspancorp.com .

In connection with the creation of the Executive Committee, our board of directors also amended our bylaws to: (1) add the Governance and Conflicts Committee and the Executive Committee as standing committees of the board, (2) provide that any amendments to the charters of these two committees will require the affirmative vote of at least 75% of the total directors then constituting the board, (3) provide that any two members of the Executive Committee may call special meetings of the shareholders or of the board, and that a majority of the directors may call special meetings of the board, and (4) provide that those provisions of the bylaws relating to the Execu tive Committee and the Governance and Conflicts Committee may only be amended by the affirmative vote of at least 75% of the total directors then constituting the board. The chairman of the board (or, if applicable, the longest serving co-chairman) or the full board by resolution will continue to be able to call special meetings as well. A copy of the amendment to the bylaws is attached as an exhibit to this Report and a copy of the full bylaws is available under “Corporate Governance” in the Investor Relat ions section of our website at www.seaspancorp.com .

Termination of Financial Services Agreement with Seaspan Financial Services Ltd.

We and Seaspan Financial Services Ltd., or SFSL, an entity owned and controlled by Graham Porter, entered into an agreement that terminated, effective as of April 10, 2017, the fixed-term Financial Services Agreement, dated May 16, 2016, between the parties (or the Financial Services Agreement). Under the Financial Services Agreement, SFSL agreed to provide us, up to May 31, 2021, with certain strategic services, including negotiating and procuring pre-delivery and post-delivery financing or refinancing for the construction of new vessels or the acquisition of used vessels. Pursuant to the termination of the Financial Services Agreement, we paid SFSL the required termination payment of $6,250,000 in 945,537 shares of our Class A common stock. Any amounts owed to SFSL by us under the Financial Services Agreement prior to termination, and additional amounts to be paid to SFSL for fees earned relating to financings in process as of April 10, 2017 but which are completed prior to December 31, 2017, will be settled by payment in full within 30 days of termination of the Financial Services Agreement or completion of the financing, as applicable, or in the case of any dispute regarding the amounts owed to SFSL, within 30 days of the settlement of such dispute, with all such payments to be made in shares of our Class A common stock. Aside from reimbursement of expenses, no other amounts will be paid to SFSL under the Financial Services Agreement or the termination thereof. A copy of the agreement terminating the Financial Services Agreement is attached hereto as Exhibit 10.1.

Amendment to Employment Agreement with Gerry Wang

We and our chief executive officer, Gerry Wang, entered into an amendment to the Executive Employment Agreement, dated May 16, 2016 (or the Employment Agreement), between Mr. Wang and us. The amendment eliminates any transaction fees to be paid to Mr. Wang under the Employment Agreement for any containership orders, purchases or sales by us that are entered into after April 9, 2017. The Employment Agreement currently provides that Mr. Wang will generally receive transaction fees equal to 1.25% of the aggregate consideration under any binding agreement we enter into to construct, sell or acquire a vessel (or vessel-owning businesses). Pursuant to the amendment, Mr. Wang is entitled to transaction fees payable for transactions entered into prior to April 9, 2017. All other material terms of the Employment Agreement currently remain in full force and effect. In consideration for the elimination of new transaction fees following April 9, 2017, our board of directors’ Compensation Committee and Mr. Wang will negotiate in good faith to further modify the Employment Agreement and Mr. Wang’s overall compensation package and to use reasonable best efforts to conclude such negotiations by June 30, 2017. A copy of the amendment to the Employment Agreement is attached hereto as Exhibit 10.2.

Dividends

On April 11, 2017, our board of directors declared the following quarterly cash dividends on our common and preferred shares for a total distribution of $29.8 million:

Security

Ticker

Dividend per Share

Period

Record Date

Payment Date

Class A common shares

SSW

0.125

January 1, 2017 to

March 31, 2017

April 20, 2017

May 1, 2017

Series D preferred shares

SSW PR D

0.496875

January 30, 2017 to

April 29, 2017

April 28, 2017

May 1, 2017

Series E preferred shares

SSW PR E

0.515625

January 30, 2017 to

April 29, 2017

April 28, 2017

May 1, 2017

Series F preferred shares

—

0.434375

January 30, 2017 to

April 29, 2017

April 28, 2017

May 1, 2017

Series G preferred shares

SSW PR G

0.512500

January 30, 2017 to

April 29, 2017

April 28, 2017

May 1, 2017

Series H preferred shares

SSW PR H

0.492188

January 30, 2017 to

April 29, 2017

April 28, 2017

May 1, 2017

On April 11, 2017, we declared a quarterly dividend of $0.125 per common share. The dividend will be paid on May 1, 2017 to all shareholders of record as of April 20, 2017. At April 20, 2017, approximately 54.3% of our issued and outstanding common shares were either formally enrolled in our dividend reinvestment plan or subject to other arrangements under which the holder agreed to reinvest dividends on the same terms and conditions as the dividend reinvestment plan. We will settle $7.3 million of the common share quarterly dividend in common shares, and we will pay the remainder in cash.

Our Fleet

Our Current Fleet

The following table summarizes key facts regarding our 88 operating vessels as of March 31, 2017:

Vessel Name

Vessel Class

(TEU)

Year

Built

Charter

Period

Start Date

Charterer

Length of Charter

Daily Charter Rate

YM Wish

14000

2015

4/7/15

Yang Ming Marine

10 years + one 2-year option

$46.8

YM Wellhead

14000

2015

4/22/15

Yang Ming Marine

10 years + one 2-year option

46.8

YM Winner ⁽¹⁾

14000

2015

6/10/15

Yang Ming Marine

10 years + one 2-year option

46.8

YM Witness

14000

2015

7/3/15

Yang Ming Marine

10 years + one 2-year option

46.8

YM Wellness ⁽¹⁾

14000

2015

8/21/15

Yang Ming Marine

10 years + one 2-year option

46.8

YM Warmth ⁽¹⁾

14000

2015

10/16/15

Yang Ming Marine

10 years + one 2-year option

46.8

YM Window ⁽¹⁾

14000

2016

5/8/16

Yang Ming Marine

10 years + one 2-year option

46.5

YM Width ⁽¹⁾

14000

2016

5/29/16

Yang Ming Marine

10 years + one 2-year option

46.5

COSCO Glory

13100

2011

6/10/11

COSCON

12 years

55.0

COSCO Pride ⁽¹⁾

13100

2011

6/29/11

COSCON

12 years

55.0

COSCO Development

13100

2011

8/10/11

COSCON

12 years

55.0

COSCO Harmony

13100

2011

8/19/11

COSCON

12 years

55.0

COSCO Excellence

13100

2012

3/8/12

COSCON

12 years

55.0

COSCO Faith ⁽¹⁾

13100

2012

3/14/12

COSCON

12 years

55.0

COSCO Hope

13100

2012

4/19/12

COSCON

12 years

55.0

COSCO Fortune

13100

2012

4/29/12

COSCON

12 years

55.0

Seaspan Ganges

10000

2014

3/28/17

Hapag-Lloyd

Minimum five months and up to 12 months ⁽²⁾

Market rate

⁽³⁾

Seaspan Yangtze ⁽⁴⁾

10000

2014

—

Seaspan Zambezi

10000

2014

3/26/17

Hapag-Lloyd

Minimum five months and up to 12 months ⁽²⁾

Market rate

⁽³⁾

MOL Bravo ⁽¹⁾

10000

2014

7/18/14

MOL

8 years + one 2-year option

37.5

⁽⁵⁾

MOL Brightness ⁽¹⁾

10000

2014

10/31/14

MOL

8 years + one 2-year option

37.5

⁽⁵⁾

MOL Breeze ⁽¹⁾

10000

2014

11/14/14

MOL

8 years + one 2-year option

37.5

⁽⁵⁾

MOL Beacon ⁽¹⁾

10000

2015

4/10/15

MOL

8 years + one 2-year option

37.5

⁽⁵⁾

MOL Benefactor ⁽¹⁾

10000

2016

3/28/16

MOL

8 years + one 2-year option

37.5

⁽⁵⁾

MOL Beyond ⁽¹⁾

10000

2016

4/29/16

MOL

8 years + one 2-year option

37.5

⁽⁵⁾

Maersk Guayaquil

10000

2015

9/21/15

Maersk

5 years + two 1-year options

37.2

⁽⁶⁾

Maersk Genoa ⁽¹⁾

10000

2016

9/12/16

Maersk

5 years + two 1-year options

37.2

⁽⁶⁾

CSCL Zeebrugge

9600

2007

3/15/07

CSCL Asia

12 years

34.5

⁽⁷⁾

CSCL Long Beach

9600

2007

7/6/07

CSCL Asia

12 years

34.5

⁽⁷⁾

CSCL Oceania

8500

2004

10/18/16

COSCO Mercury

Minimum 10 months and up to 14 months

Market rate

⁽³⁾

CSCL Africa

8500

2005

11/25/16

COSCO Mercury

Minimum 10 months and up to 14 months

Market rate

⁽³⁾

COSCO Japan

8500

2010

3/9/10

COSCON

12 years + three 1-year options

42.9

⁽⁸⁾

COSCO Korea

8500

2010

4/5/10

COSCON

12 years + three 1-year options

42.9

⁽⁸⁾

COSCO Philippines

8500

2010

4/24/10

COSCON

12 years + three 1-year options

42.9

⁽⁸⁾

COSCO Malaysia

8500

2010

5/19/10

COSCON

12 years + three 1-year options

42.9

⁽⁸⁾

COSCO Indonesia

8500

2010

7/5/10

COSCON

12 years + three 1-year options

42.9

⁽⁸⁾

COSCO Thailand

8500

2010

10/20/10

COSCON

12 years + three 1-year options

42.9

⁽⁸⁾

COSCO Prince Rupert

8500

2011

3/21/11

COSCON

12 years + three 1-year options

42.9

⁽⁸⁾

COSCO Vietnam

8500

2011

4/21/11

COSCON

12 years + three 1-year options

42.9

⁽⁸⁾

MOL Emerald

5100

2009

4/30/09

MOL

12 years

28.9

MOL Eminence

5100

2009

8/31/09

MOL

12 years

28.9

MOL Emissary

5100

2009

11/20/09

MOL

12 years

28.9

MOL Empire

5100

2010

1/8/10

MOL

12 years

28.9

Brotonne Bridge ⁽¹⁾

4500

2010

10/25/10

K-Line

12 years + two 3-year options

34.3

⁽⁹⁾

Brevik Bridge ⁽¹⁾

4500

2011

1/25/11

K-Line

12 years + two 3-year options

34.3

⁽⁹⁾

Bilbao Bridge ⁽¹⁾

4500

2011

1/28/11

K-Line

12 years + two 3-year options

34.3

⁽⁹⁾

Berlin Bridge

4500

2011

5/9/11

K-Line

12 years + two 3-year options

34.3

⁽⁹⁾

Budapest Bridge

4500

2011

8/1/11

K-Line

12 years + two 3-year options

34.3

⁽⁹⁾

Seaspan Chiwan

4250

2001

6/29/16

Hapag-Lloyd

Minimum 11 months and up to 18 months ⁽¹⁰⁾

Market rate

⁽³⁾

Seaspan Hamburg

4250

2001

5/3/16

Hapag-Lloyd

Minimum 11 months and up to 18 months ⁽¹¹⁾

Market rate

⁽³⁾

Seaspan Ningbo

4250

2002

2/7/17

Hapag-Lloyd

Minimum one month and up to five months ⁽¹²⁾

Market rate

⁽³⁾

Seaspan Dalian

4250

2002

12/16/16

Hapag-Lloyd

Minimum 2.5 months and up to 8.5 months

Market rate

⁽³⁾

Seaspan Felixstowe

4250

2002

12/24/16

Hapag-Lloyd

Minimum two months and up to nine months ⁽¹³⁾

Market rate

⁽³⁾

CSCL Vancouver

4250

2005

2/19/17

COSCO New Golden Sea

Five months

Market rate

⁽³⁾

CSCL Sydney

4250

2005

2/26/17

COSCO Mercury

Minimum two months and up to 10 months

Market rate

⁽³⁾

CSCL New York

4250

2005

3/27/17

COSCO Mercury

Minimum two months and up to 10 months

Market rate

⁽³⁾

CSCL Melbourne

4250

2005

8/17/05

CSCL Asia

12 years

17.0

CSCL Brisbane

4250

2005

9/15/05

CSCL Asia

12 years

17.0

New Delhi Express

4250

2005

2/1/17

Hapag-Lloyd

Minimum two months and up to seven months ⁽¹⁴⁾

Market rate

⁽³⁾

Dubai Express

4250

2006

11/4/15

Hapag-Lloyd

Minimum 18 months and up to 24 months ⁽¹⁵⁾

Market rate

⁽³⁾

Jakarta Express

4250

2006

1/29/17

Hapag-Lloyd

Minimum one month and up to 12 months

Market rate

⁽³⁾

Seaspan Saigon

4250

2006

1/23/17

Hapag-Lloyd

Minimum one month and up to 12 months

Market rate

⁽³⁾

Seaspan Lahore

4250

2006

3/2/17

OOCL

Minimum one month and up to four months

Market rate

⁽³⁾

Rio Grande Express

4250

2006

12/22/16

Hapag-Lloyd

Minimum two months and up to 13 months

Market rate

⁽³⁾

Seaspan Santos

4250

2006

2/14/17

CMA CGM

Minimum two months and up to 12 months

Market rate

⁽³⁾

Seaspan Rio de Janeiro

4250

2007

3/5/17

Hapag-Lloyd

Minimum two months and up to nine months ⁽¹³⁾

Market rate

⁽³⁾

Manila Express

4250

2007

3/15/17

Hapag-Lloyd

Minimum 1.5 months and up to 2.5 months ⁽¹³⁾

Market rate

⁽³⁾

Seaspan Alps

4250

2009

1/29/17

ZIM

Minimum two months and up to 10 months

Market rate

⁽³⁾

Seaspan Kenya

4250

2008

3/14/17

ZIM

Minimum two months and up to nine months

Market rate

⁽³⁾

Seaspan Grouse

4250

2009

3/13/17

PIL

Minimum two months and up to eight months

Market rate

⁽³⁾

Seaspan Mourne

4250

2009

3/23/17

Simatech Marine

Minimum two months and up to six months

Market rate

⁽³⁾

Seaspan Loncomilla

4250

2009

10/28/16

ANL

Minimum 1.5 months and up to 12 months

Market rate

⁽³⁾

Seaspan Lumaco

4250

2009

2/14/17

CMA CGM

Minimum six months and up to 12 months

Market rate

⁽³⁾

Seaspan Lingue

4250

2010

1/5/17

CMA CGM

Minimum two months and up to 12 months

Market rate

⁽³⁾

Seaspan Lebu

4250

2010

1/12/17

CMA CGM

Minimum two months and up to 12 months

Market rate

⁽³⁾

Seaspan Fraser ⁽¹⁾

4250

2009

3/22/17

CNC

Minimum three months and up to 12 months

Market rate

⁽³⁾

Kota Mawar

3500

2007

3/27/07

COSCON

12 years

19.0

Kota Maju

3500

2007

7/5/07

COSCON

12 years

19.0

CSCL Panama

2500

2008

5/14/08

CSCL Asia

12 years

16.9

⁽¹⁶⁾

CSCL São Paulo

2500

2008

8/11/08

CSCL Asia

12 years

16.9

⁽¹⁶⁾

CSCL Montevideo

2500

2008

9/6/08

CSCL Asia

12 years

16.9

⁽¹⁶⁾

CSCL Lima

2500

2008

10/15/08

CSCL Asia

12 years

16.9

⁽¹⁶⁾

CSCL Santiago

2500

2008

11/8/08

CSCL Asia

12 years

16.9

⁽¹⁶⁾

CSCL San Jose

2500

2008

12/1/08

CSCL Asia

12 years

16.9

⁽¹⁶⁾

CSCL Callao

2500

2009

4/10/09

CSCL Asia

12 years

16.9

⁽¹⁶⁾

CSCL Manzanillo

2500

2009

9/21/09

CSCL Asia

12 years

16.9

⁽¹⁶⁾

Guayaquil Bridge

2500

2010

3/8/10

K-Line

10 years

17.9

Calicanto Bridge

2500

2010

5/30/10

K-Line

10 years

17.9

^{_____________________}

⁽¹⁾	This vessel is leased pursuant to a lease agreement, which we used to finance the acquisition of the vessel.

⁽²⁾	Hapag-Lloyd has an option for an additional period for a minimum of 10 months up to a maximum of 12 months, if 12 months is selected for the firm period.

⁽³⁾	Given that the term of the charter is less than three years (excluding any charterers’ option to extend the term), this vessel is being chartered at current market rates.

⁽⁴⁾

This vessel re-delivered to us in March 2017 and will commence a short-term time charter with Hapag-Lloyd in April 2017 at market rates for a minimum of five months up to a maximum of 12 months where the exact period is at Hapag-Lloyd’s option. Hapag-Lloyd has an option for an additional period for a minimum of 10 months up to a maximum of 12 months, if 12 months is selected for the firm period.

⁽⁵⁾	MOL has an initial charter of eight years with a charter rate of $37,500 per day for the initial term and $43,000 per day during the two-year option.

⁽⁶⁾	Maersk has an initial charter of five years with a charter rate of $37,150 per day for the initial term, $39,250 per day for the first one-year option and $41,250 per day for the second one-year option.

⁽⁷⁾	CSCL Asia has a charter of 12 years with a charter rate of $34,000 per day for the first six years, increasing to $34,500 per day for the second six years.

⁽⁸⁾	COSCON has an initial charter of 12 years with a charter rate of $42,900 per day for the initial term and $43,400 per day for the three one-year options.

⁽⁹⁾	K-Line has an initial charter of 12 years with a charter rate of $34,250 per day for the first six years, increasing to $34,500 per day for the second six years, $37,500 per day for the first three-year option period and $42,500 per day for the second three-year option period.

⁽¹⁰⁾	This vessel is expected to commence a direct continuation of the time charter with Hapag-Lloyd in May 2017 at market rates for a minimum of 0.5 months up to a maximum of 1.5 months, where the exact period is at Hapag-Lloyd’s option.

⁽¹¹⁾	This vessel commenced a direct continuation of the time charter with Hapag-Lloyd in April 2017 at market rates for a minimum of one month up to a maximum of five months, where the exact period is at Hapag-Lloyd’s option.

⁽¹²⁾	This vessel is expected re-deliver to us in May 2017 and is expected to commence a short-term time charter with CMA CGM in May 2017 at market rates for a minimum of one month and up to a maximum of 1.5 months where the exact period is at CMA CGM’s option.

⁽¹³⁾	These vessels are expected to re-deliver to us in May 2017.

⁽¹⁴⁾	This vessel is expected re-deliver to us in May 2017 and is expected to commence a short-term time charter with Maersk in May 2017 at market rates for a minimum of one month and up to a maximum of two months where the exact period is at Maersk’s option.

⁽¹⁵⁾	This vessel is expected to commence a direct continuation of the time charter with Hapag-Lloyd in May 2017 at market rates for a minimum of one month up to a maximum of 7.5 months, where the exact period is at Hapag-Lloyd’s option.

⁽¹⁶⁾	CSCL Asia has a charter of 12 years with a charter rate of $16,750 per day for the first six years, increasing to $16,900 per day for the second six years.

New Vessel Contracts

Our primary objective is to continue to grow our business through accretive vessel acquisitions as market conditions allow.

As of March 31, 2017, we had contracted to purchase eight newbuilding containerships which have scheduled delivery dates through to the second quarter of 2018. Details of the newbuilding containerships are as follows:

Vessel	Vessel Class (TEU)	Length of Charter ⁽¹⁾	Charterer	Scheduled Delivery Date	Shipbuilder
Hull No. 1039	14000	10 years + one 2-year option	Yang Ming Marine	2017	CSBC
Hull No. 1122	10000	— ⁽²⁾	— ⁽²⁾	2018 ⁽³⁾	New Jiangsu and Jiangsu Xinfu
Hull No. 1169	10000	— ⁽²⁾	— ⁽²⁾	2018 ⁽³⁾	New Jiangsu and Jiangsu Xinfu
Hull No. 145	11000	17 years	MSC	2017	HHIC
Hull No. 146	11000	17 years	MSC	2017	HHIC
Hull No. 147	11000	17 years	MSC	2017	HHIC
Hull No. 148	11000	17 years	MSC	2017	HHIC
Hull No. 153	11000	17 years	MSC	2017	HHIC

^{____________________}

⁽¹⁾	Each charter is scheduled to begin upon delivery of the vessel to the charterer.

⁽²⁾	We expect to enter into a long-term charter for this vessel in the future.

⁽³⁾	In March 2017, we entered into agreements with the shipbuilder to defer delivery from 2017 to 2018.

The following table indicates the estimated number of owned, leased and managed vessels in our fleet based on scheduled delivery dates as of March 31, 2017:

	Quarter Ended		Scheduled for the Year Ended December 31,
	March 31, 2017		2017		2018
Owned and leased vessels, beginning of year		87		88		94
Deliveries		1		6		2	⁽¹⁾
Total, end of period		88		94		96
Managed vessels, beginning of year		15		15		16
Deliveries		—		1		2
Total, end of period		15		16		18
Total Fleet		103		110		114
Total Capacity (TEU)		794,900		877,900		917,900

^{____________________}

⁽¹⁾	In March 2017, we entered into agreements with the shipbuilder to defer delivery from 2017 to 2018.

Quarter Ended March 31, 2017 Compared with Quarter Ended March 31, 2016

The following is a discussion of our financial condition and results of operations for the quarters ended March 31, 2017 and 2016. The following provides information about our fleet as of March 31, 2017, and excludes vessels that are managed for third parties, unless otherwise indicated:

Number of vessels in operation		88
Average age of fleet (TEU-weighted basis)	6 years
TEU capacity		624,900
Average remaining initial term on outstanding charters (TEU weighted basis)	5 years

At the beginning of 2017, we had 87 vessels in operation. We acquired one 4250 TEU vessel during the quarter ended March 31, 2017, bringing our fleet to a total of 88 vessels in operation as at March 31, 2017. Revenue is determined primarily by the number of operating days, and ship operating expense is determined primarily by the number of ownership days.

	Quarter Ended March 31,				Increase
	2017		2016		Days		%
Operating days ⁽¹⁾		7,255		7,172		83		1.2	%
Ownership days ⁽¹⁾		7,917		7,375		542		7.3	%

Our vessel utilization for the quarters ended March 31, 2017 and 2016 is as follows:

	First Quarter
	2017			2016
Vessel utilization:
Ownership Days ⁽¹⁾		7,917			7,375
Less Off-hire Days:
Scheduled 5-Year Survey		—			(75	)
Unscheduled Off-hire ⁽²⁾		(662	)		(128	)
Operating Days ⁽¹⁾		7,255			7,172
Vessel Utilization		91.6	%		97.2	%

^{____________________}

⁽¹⁾

Operating and ownership days include leased vessels and exclude vessels under bareboat charter.

⁽²⁾

Unscheduled off-hire includes days related to vessels off-charter.

Our consolidated financial results for the quarters ended March 31, 2017 and 2016 are summarized below:

Financial Summary (in millions of US dollars)	Quarter Ended March 31,
	2017		2016
Revenue	$	201.3	$	215.5
Ship operating expense		45.6		47.6
Depreciation and amortization expense		49.9		58.8
General and administrative expense		7.5		7.8
Operating lease expense		26.5		14.9
Interest expense and amortization of deferred financing fees		28.5		30.1
Change in fair value of financial instruments		3.4		52.2

Revenue

Revenue decreased by 6.6% to $201.3 million for the quarter ended March 31, 2017, compared to the same period in 2016. The decrease was primarily due to lower average charter rates for vessels that were on short-term charters and an increase in unscheduled off-hire, primarily relating to vessels being off-charter. A total of 190 of the off-charter days related to three vessels that were previously chartered to Hanjin Shipping Co., Ltd., or Hanjin, and the remaining off-charter days primarily related to Panamax vessels, including four secondhand vessels purchased in December 2016. The decrease was partially offset by the delivery of newbuilding vessels in 2016 and the addition of two leased in vessels in 2016.

The increase in operating days and the related financial impact thereof for quarter ended March 31, 2017, relative to the same period in 2016, is attributable to the following:

	Quarter Ended March 31,
	Operating Days Impact			$ Impact (in millions of US dollars)
2017 vessel delivery		87			0.3
Full period contribution for 2016 vessel deliveries		716			17.9
Change in daily charter hire rate and re-charters		—			(19.6	)
Fewer days due to leap year		(81	)		(2.4	)
Unscheduled off-hire		(534	)		(11.0	)
Scheduled off-hire		75			3.7
Supervision fee revenue		—			(1.3	)
Vessel disposals		(180	)		(1.8	)
Total		83		$	(14.2	)

Vessel utilization was 91.6% for the quarter ended March 31, 2017, compared to 97.2% for the same period in 2016. The decrease in vessel utilization for the quarter ended March 31, 2017, compared to the same period in 2016, was due to an increase in off-charter days as previously described.

During the quarter ended March 31, 2017, we completed dry-dockings for two 4250 TEU vessels, which were completed between their time charters.

Ship Operating Expense

Ship operating expense decreased by 4.2% to $45.6 million for the quarter ended March 31, 2017, compared to the same period in 2016, primarily due to cost savings initiatives. This decrease was partially offset by a 7.3% increase in ownership days primarily due to the delivery of newbuilding vessels in 2016 and the addition of two leased in vessels in 2016.

Depreciation and Amortization Expense

Depreciation and amortization expense decreased by 15.1% to $49.9 million for the quarter ended March 31, 2017, compared to the same period in 2016, primarily due to lower depreciation on 16 vessels that were impaired as of December 31, 2016 and the disposal of two 4600 TEU vessels in the second half of 2016. The decrease was partially offset by an increase in dry-dock amortization.

General and Administrative Expense

General and administrative expense decreased by 3.9%, to $7.5 million for the quarter ended March 31, 2017, compared to the same period in 2016. The decrease was primarily due to higher professional fees and other expenses incurred in 2016, partially offset by an increase in non-cash stock based compensation expense related to grants of restricted and performance stock units in 2016.

Operating Lease Expense

Operating lease expense increased to $26.5 million for the quarter ended March 31, 2017, from $14.9 million for the same period in 2016. The increase was primarily due to the delivery of three vessels in 2016 that were financed through sale leaseback transactions and two operating leases entered into in 2016 with third parties for a 10000 TEU vessel, the MOL Beyond, and a 14000 TEU vessel, the YM Window . Under these transactions, we sold the vessels to SPCs and are leasing the vessels back over a term of 11 or 12 years, with an option to purchase the vessels at the nine or 9.5-year anniversary of the lease for a pre-determined fair value purchase price. The unamortized portion of the deferred gain, which is being amortized as a reduction of the related operating lease expense, on all sale-leasebacks was $189.4 million as at March 31, 2017.

Interest Expense and Amortization of Deferred Financing Fees

The following table summarizes our borrowings:

(in millions of US dollars)	March 31,
	2017			2016
Long-term debt, excluding deferred financing fees	$	2,807.4		$	3,436.7
Long-term obligations under capital lease, excluding deferred financing fees		492.4			336.7
Total borrowings		3,299.8			3,773.4
Less: Vessels under construction		(310.4	)		(218.7	)
Operating borrowings	$	2,989.4		$	3,554.7

Interest expense and amortization of deferred financing fees is comprised primarily of interest incurred on long-term debt and long-term obligations under capital lease, relating to operating vessels at either the variable rate calculated by reference to LIBOR plus the applicable margin or at fixed rates. Interest expense also includes a non-cash reclassification of amounts from accumulated other comprehensive loss related to previously designated hedging relationships. Interest incurred on long-term debt and other long-term obligations under capital lease for our vessels under construction is capitalized to the cost of the respective vessels under construction.

Interest expense and amortization of deferred financing fees decreased by $1.7 million to $28.5 million for the quarter ended March 31, 2017, compared to the same period in 2016. The decrease in interest expense was primarily due to repayments made on existing operating borrowings in 2016, partially offset by an increase in LIBOR.

Although we have entered into fixed interest rate swaps for much of our variable rate debt, the difference between the variable interest rate and the swapped fixed-rate on operating debt is recorded in our change in fair value of financial instruments rather than in interest expense.

Change in Fair Value of Financial Instruments

The change in fair value of financial instruments resulted in a loss of $3.4 million for the quarter ended March 31, 2017, compared to a loss of $52.2 million for the same period in 2016. The change in fair value was primarily due to the impact of swap settlements partially offset by an increase in the forward LIBOR curve.

The fair value of interest rate swaps is subject to change based on our company-specific credit risk and that of the counterparty included in the discount factor and the interest rate implied by the current swap curve, including its relative steepness. In determining the fair value, these factors are based on current information available to us. These factors are expected to change through the life of the instruments, causing the fair value to fluctuate significantly due to the large notional amounts and long-term nature of our derivative instruments. As these factors may change, the fair value of the instruments is an estimate and may deviate significantly from the actual cash settlements realized during the term of the instruments. Our valuation techniques have not changed and remain consistent with those followed by other valuation practitioners.

The fair value of our interest rate swaps is most significantly impacted by changes in the yield curve. Based on the current notional amount and tenor of our interest rate swap portfolio, a one percent parallel shift in the overall yield curve would be expected to result in a change in the f air value of our interest rate swaps by approximately $54.0 million. Actual changes in the yield curve are not expected to occur equally at all points and changes to the curve may be isolated to periods of time. This steepening or flattening of the yield c urve may result in greater or lesser changes to the fair value of our financial instruments in a particular period than would occur had the entire yield curve changed equally at all points.

The fair value of our interest rate swaps is also impacted by changes in our company-specific credit risk included in the discount factor. We discount our derivative instruments with reference to publicly-traded bond yields for our comparator group in the shipping industry and composite Bloomberg industry yield curves. Based on the current notional amount and tenor of our swap portfolio, a one percent change in the discount factor is expected to result in a change in the fair value of our interest rate swaps of approximately $6.0 million.

All of our interest rate swap agreements were marked-to-market with all changes in the fair value of these instruments recorded in “Change in fair value of financial instruments” in the Statement of Operations.

Please read “Item 11. Quantitative and Qualitative Disclosures About Market Risk” in our 2016 Annual Report for additional information.

Liquidity and Capital Resources

Liquidity

At March 31, 2017, our cash and cash equivalents and short-term investments totaled $295.8 million and our restricted cash totaled $20.3 million. Our primary short-term liquidity needs are to fund our operating expenses, repurchase of our Notes, debt repayments, lease payments, payment of our quarterly dividends and the purchase of the containerships we have contracted to build. Our medium-term liquidity needs primarily relate to the purchase of the containerships we have contracted to build, repurchases of our Notes, debt repayments and lease payments. Our long-term liquidity needs primarily relate to potential future vessel acquisitions, lease payments, debt repayments including repayment of our Notes, and the future potential redemption of our Series D, Series E, Series F, Series G and Series H preferred shares.

Our Series D preferred shares have an annual dividend rate of 7.95% per $25.00 of liquidation preference per share and our Series D preferred shares are redeemable by us at any time on or after January 30, 2018. Our Series E preferred shares have an annual dividend rate of 8.25% per $25.00 of liquidation preference per share and our Series E preferred shares are redeemable by us at any time on or after February 13, 2019. Our Series F preferred shares have an annual dividend rate of 6.95% per $25.00 of liquidation preference per share, but will increase by 1.0% annually after the fifth anniversary date of their May 2016 issuance date to a maximum of 10.5% by the ninth anniversary date, or will increase to 10.5% on January 1, 2018 if we do not acquire all of the membership interests in GCI or all or substantially all of the assets of GCI by December 31, 2017. We have the right to redeem the Series F preferred shares at par plus any accumulated and unpaid dividends any time after the dividend increases above 6.95%. Our Series G preferred shares have an annual dividend rate of 8.20% per $25.00 of liquidation preference per share and our Series G preferred shares are redeemable by us at any time on or after June 16, 2021. Our Series H preferred shares have an annual dividend rate of 7.875% per $25.00 of liquidation preference per share and our Series H preferred shares are redeemable by us at any time on or after August 11, 2021.

We anticipate that our primary sources of funds for our short and medium-term liquidity needs, which include funding the estimated remaining installments of approximately $469.0 million on the eight vessels we have contracted to purchase, will be cash, cash from operations, committed and new credit and lease facilities and capital markets financings. We anticipate our long-term sources of funds will be from cash from operations, credit and lease facilities and capital markets financings.

The following table summarizes our long-term debt and lease obligations as of March 31, 2017:

(in millions of US dollars)	Amount Outstanding ⁽¹⁾		Amount Committed		Amount Available

Long-Term Debt
Revolving credit facilities ⁽²⁾	$	946.6	$	1,106.6	$	160.0
Term loan credit facilities		1,516.3		1,516.3		—
Senior unsecured notes		344.5		344.5		—
Total Long-Term Debt	$	2,807.4	$	2,967.4	$	160.0
Lease Facilities
COSCO Faith – 13100 TEU vessel (non-recourse to Seaspan Corporation)		73.3		73.3		—
COSCO Pride – 13100 TEU vessel (non-recourse to Seaspan Corporation)		106.9		106.9		—
Leases for three 4500 TEU vessels		131.5		131.5		—
Leases for five 11000 TEU vessels		180.8		420.8		240.0
Total Lease Facilities		492.5		732.5		240.0
Total Long-Term Debt and Lease Facilities ⁽³⁾	$	3,299.9	$	3,699.9	$	400.0

^{_____________________}

⁽¹⁾

Includes amounts owed by wholly-owned subsidiaries of Seaspan Corporation, a portion of which amounts are non-recourse to Seaspan Corporation.

⁽²⁾

Includes a $160.0 million revolving credit facility, which was undrawn as at March 31, 2017. This facility includes features providing for a further potential increase in commitments of $20.0 million, enabling a total facility size of up to $180.0 million.

⁽³⁾

At March 31, 2017 our operating borrowings were approximately $3.0 billion (December 31, 2016 — $3.1 billion). The remaining amount of our borrowings relate to the construction of newbuilding vessels.

Our Credit Facilities

We primarily use our credit facilities to finance the construction and acquisition of vessels. As of March 31, 2017, our credit facilities are, or will be upon vessel delivery, secured by first-priority mortgages granted on 66 of our vessels, together with other related security, such as assignments of shipbuilding contracts and refund guarantees for the vessels, assignments of time charters and earnings for the vessels, assignments of insurances for the vessels and assignments of management agreements for the vessels.

As of March 31, 2017, our revolving credit facilities, term loan credit facilities and our Notes provided for borrowings of up to approximately $3.0 billion, of which approximately $2.8 billion was outstanding and $0.2 billion was available to be drawn by us. Interest payments on our revolving credit facilities are based on LIBOR plus margins, which ranged between 0.5% and 1.25% as of March 31, 2017. We may prepay certain loans under our revolving credit facilities without penalty, other than breakage costs and opportunity costs in certain circumstances. We are required to prepay a portion of the outstanding loans under certain circumstances, such as the sale or loss of a vessel where we do not substitute another appropriate vessel or termination or expiration of a charter (where we do not enter into a charter suitable to lenders within a required period of time). Amounts prepaid in accordance with these provisions may be re-borrowed, subject to certain conditions.

Interest payments on our term loan credit facilities are based on either LIBOR plus margins, which ranged between 0.4% and 4.8% as of March 31, 2017 or, for a portion of one of our term loans, the commercial interest reference rate of KEXIM plus a margin, which was 0.7% as of March 31, 2017. We may prepay all term loan credit facilities without penalty, other than breakage costs and opportunity cost, and in one case a prepayment fee, under certain circumstances.

Under each of our credit facilities, in certain circumstances a prepayment may be required as a result of certain events including the sale or loss of a vessel where we do not substitute another appropriate vessel, a termination or expiration of a charter (where we do not enter into a charter suitable to lenders within a required period of time) or termination of a shipbuilding contract. In some cases, the amount that must be pr epaid would be calculated based on the loan-to-market value ratio or some other ratio that takes into account the market value of the relevant vessels.

For our debt facilities associated with the vessels previously chartered to Hanjin, we are required to enter into time charters that are suitable to the lenders. Under these credit facilities, the loans may become due and payable if replacement charters acceptable to the lenders, in their discretion, are not obtained within a required period of time of the applicable charter termination. We received termination notices for these three vessels formerly chartered to Hanjin starting on September 29, 2016. We are party to two credit facilities secured by our three 10000 TEU vessels formerly chartered to Hanjin and the related charter contracts. In December 2016, we obtained a waiver from one lender, extending the grace period for securing acceptable replacement charters for two of the vessels to the fourth quarter of 2017. These two vessels were placed into short-term charters in April 2017, on current market terms, each of which could extend beyond the fourth quarter of 2017. We have determined that it is not probable that we will be able to secure acceptable replacement charters by the fourth quarter of 2017 and, as a result, we have classified the entire outstanding balance of the loan as current at March 31, 2017. We intend on requesting a waiver from the lender to further extend the grace period beyond the fourth quarter of 2017. In January 2017, we entered into a supplement to the secured loan agreement with the other lender, extending the grace period for securing an acceptable replacement charter for the third vessel to the fourth quarter of 2018. If an acceptable replacement charter is not secured by the fourth quarter of 2018, the loan may become due and payable.

Our Notes

Our Notes mature on April 30, 2019 and bear interest at a fixed rate of 6.375% per year, payable quarterly in arrears. In the event of certain changes in withholding taxes, at our option, we may redeem our Notes in whole, but not in part, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest, if any. Upon the occurrence of a Change of Control (as defined in the Notes), each holder of Notes will have the right to require the Company to purchase all or a portion of such holder’s Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date of purchase.

Our Lease Facilities

We use our lease facilities to finance the construction and acquisition of vessels. Our lease facilities, which do not include our operating leases, are provided by bank financial leasing owners who own or will own our 10 leased vessels. These banks are also granted other related security, such as assignments of time charters and earnings for the vessels, assignments of insurances for the vessels and assignments of management agreements for the vessels.

As of March 31, 2017, our lease facilities provided for borrowings of approximately $732.5 million, of which approximately $492.5 million was outstanding and $240.0 million was available to be drawn by us. Under our lease agreements, we may voluntarily terminate a lease agreement, subject to payment of a termination fee in certain circumstances. We are also required to prepay rental amounts, broken funding costs and other costs to the lessor in certain circumstances, such as a termination or expiry of a charter (where we do not enter into a charter suitable to the lessors within a required period of time). If we default under our lease facilities, our lessors could declare all outstanding amounts to be immediately due and payable and realize on the security granted under the lease facilities.

For additional information about our credit and lease facilities, including, among other things, a description of certain related covenants, please read “Item 5. Operating and Financial Review and Prospects—C. Liquidity and Capital Resources” in our 2016 Annual Report.

Cash Flows

The following table summarizes our sources and uses of cash for the periods presented:

(in thousands of US dollars)	Quarter Ended March 31,
	2017			2016
Net cash flows from operating activities	$	76,918		$	77,902
Net cash flows used in financing activities		(133,831	)		94,836
Net cash flows used in investing activities		(15,340	)		(130,007	)

Operating Cash Flows

Net cash flows from operating activities were $76.9 million for the quarter ended March 31, 2017, a decrease of $1.0 million compared to the same period in 2016. The decrease in net cash flows from operating activities for the quarter ended March 31, 2017, compared to the same period in 2016, was primarily due to a decrease in net earnings excluding non-cash items of $16.3 million, partially offset by an increase in cash related to changes in working capital of $15.3 million. The decrease in net earnings excluding non-cash items was primarily due to a decrease in revenue and an increase in operating lease expenses, partially offset by decreases in swap settlements, ship operating expense and general and administrative expense. The increase in cash related to working capital resulted primarily from non-cash timing differences, which are in the normal course of our operations. For further discussion of changes in revenue and expenses, please read “― Quarter Ended March 31, 2017 Compared with Quarter Ended March 31, 2016”.

Financing Cash Flows

Net cash flows used in financing activities were $133.8 million for the quarter ended March 31, 2017, a decrease of $228.7 million in cash from financing activities, compared to the same period in 2016. The decrease in cash from financing activities for the quarter ended March 31, 2017, compared to the same period of 2016, was primarily due to lower draws on credit facilities, no proceeds received from sale-leaseback financings, an increase in dividend payments on our common and our Series F, G and H preferred shares and higher repayments on credit facilities. These decreases were partially offset by net proceeds received from the issuance of common shares under the ATM program, no cash used for open market repurchases of common shares and a decrease in dividends paid as a result of the redemption of our Series C preferred shares in June 2016.

Investing Cash Flows

Net cash flows used in investing activities were $15.3 million for the quarter ended March 31, 2017, a decrease in cash used of $114.7 million, compared to the same period in 2016. The decrease in cash used for the three months ended March 31, 2017 was primarily due to a decrease in vessel expenditures, a decrease in loans made to GCI and higher loan repayments from GCI. These decreases were partially offset by an increase in restricted cash.

Ongoing Capital Expenditures and Dividends

Ongoing Capital Expenditures

The average age of the vessels in our operating fleet is approximately six years, on a TEU-weighted basis. Capital expenditures primarily relate to our regularly scheduled dry-dockings. During the quarters ended March 31, 2017 and 2016 we completed two and nine dry-dockings, respectively. During the quarter ended March 31, 2017, two vessels completed their 10-year dry-dockings. For the remainder of 2017, we expect two vessels and three vessels to undergo their 10-year and 15-year dry-dockings, respectively.

We must make substantial capital expenditures over the long-term to preserve our capital base, which is comprised of our net assets, in order to continue to refinance our indebtedness and to maintain our dividends. We wi ll likely need to retain additional funds at some time in the future to provide reasonable assurance of maintaining our capital base over the long-term. We believe it is not possible to determine now, with any reasonable degree of certainty, how much of ou r operating cash flow we should retain in our business and when it should be retained to preserve our capital base. Factors that will impact our decisions regarding the amount of funds to be retained in our business to preserve our capital base, include th e following:

•

the remaining lives of our vessels;

•

the returns that we generate on our retained cash flow, which will depend on the economic terms of any future acquisitions and charters, which are currently unknown;

•

future market charter rates for our vessels, particularly when they come off-charter, which are currently unknown;

•

our future operating and interest costs;

•

future operating and financing costs, which are unknown, and our use of foreign currency contracts and interest rate swaps to manage certain currency and interest rate risks;

•

our future refinancing requirements and alternatives and conditions in the relevant financing and capital markets at that time;

•

capital expenditures to comply with environmental regulations; and

•

unanticipated future events and other contingencies.

Please read “Item 3. Key Information—D. Risk Factors” in our 2016 Annual Report for factors that may affect our future capital expenditures and results.

Dividends

The following table reflects dividends paid or accrued by us for the periods indicated:

(in thousands of US dollars, except per share amounts)	Quarter Ended March 31,
	2017		2016
Dividends on Class A common shares
Declared, per share	$	0.3750	$	0.3750
Paid in cash		39,278		35,570
Reinvested in common shares through a dividend reinvestment plan		417		1,310
	$	39,695	$	36,880
Dividends on preferred shares (paid in cash)
Series C	$	—	$	7,910
Series D	$	2,475	$	2,475
Series E	$	2,769	$	2,769
Series F	$	2,433	$	—
Series G	$	3,998	$	—
Series H	$	4,430	$	—

On April 11, 2017, our board of directors declared the cash dividends on our common and preferred shares indicated above under “Recent Developments—Dividends”.

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make estimates in the application of our accounting policies based on our best assumptions, judgments and opinions. Our estimates affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. We base our estimates on historical experience and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. For more information about our critical accounting estimates, please read “Item 5. Operating and Financial Review and Prospects—D. Critical Accounting Policies and Estimates” in our 2016 Annual Report.

Recent Accounting Developments

In January 2017, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU 2017-04, “Simplifying the Test for Goodwill Impairment.” ASU 2017-04 eliminates the need to determine the fair value of individual assets and liabilities of a reporting unit to measure the goodwill impairment. The goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The revised guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are evaluating the revised guidance to determine the impact it will have on its consolidated financial statements.

Off-Balance Sheet Arrangements

At March 31, 2017, we had no off-balance sheet arrangements that have or are reasonably likely to have, a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

FORWARD-LOOKING STATEMENTS

This Report on Form 6-K for the quarter ended March 31, 2017, contains certain “forward-looking statements” (as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended) concerning our operations, cash flows, and financial position, including, in particular, the likelihood of our success in developing and expanding our business. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “continue”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, “projects”, “forecasts”, “will”, “may”, “potential”, “should” and similar expressions are forward-looking statements. These forward-looking statements represent our estimates and assumptions only at the date of this Report and are not intended to give any assurance as to future results. As a result, you are cautioned not to rely on any forward-looking statements. Forward-looking statements appear in a number of places in this Report. These statements include, but are not limited to:

•

future operating or financial results;

•

future growth prospects;

•

our business strategy and other plans and objectives for future operations;

•

our primary sources of funds for our short, medium and long-term liquidity needs;

•

our expectations as to impairments of our vessels, including the timing and amount of currently anticipated impairments;

•

the future valuation of our vessels and goodwill;

•

potential acquisitions, vessel financing arrangements and other investments, and our expected benefits from such transactions;

•

future time charters and vessel deliveries, including future long-term charters for certain existing vessels and for two newbuilding vessels under construction;

•

estimated future capital expenditures needed to preserve our capital base, and comply with regulatory standards, our expectations regarding future dry-docking and operating expenses, including ship operating expense and general and administrative expenses; and

•

our expectations about the availability of vessels to purchase, the time that it may take to construct new vessels, the delivery dates of new vessels, the commencement of service of new vessels under long-term time charter contracts and the useful lives of our vessels.

Although these statements are based upon assumptions we believe to be reasonable based upon available information, they are subject to risks and uncertainties. These risks and uncertainties include, but are not limited to:

•

availability of crew, number of off-hire days and dry-docking requirements;

•

general market conditions and shipping market trends, including charter rates and factors affecting supply and demand;

•

our financial condition and liquidity, including our ability to borrow funds under our credit facilities, to refinance our existing facilities and to obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities;

•

our continued ability to maintain, enter into or renew primarily long-term, fixed-rate time charters with our existing customers or new customers, including, among other vessels, two of our 10000 TEU newbuilding containerships;

•

the potential for early termination of long-term contracts and our potential inability to enter into, renew or replace long-term contracts;

•

conditions in the public equity market and the price of our shares;

•

our ability to leverage to our advantage our relationships and reputation in the containership industry;

•

changes in governmental rules and regulations or actions taken by regulatory authorities, and the effect of governmental regulations on our business;

•

the financial c ondition of our customers, lenders, refund guarantors and other counterparties and their ability to perform their obligations under their agreements with us;

•

our continued ability to meet specified restrictive covenants in our financing and lease arrangements, our Notes and our preferred shares;

•

any economic downturn in the global financial markets and potential negative effects of any recurrence of such disruptions on our customers’ ability to charter our vessels and pay for our services;

•

taxation of our company and of distributions to our shareholders;

•

our exemption from tax on our U.S. source international transportation income;

•

potential liability from future litigation; and

•

other factors detailed in this Report and from time to time in our periodic reports.

Forward-looking statements in this Report are estimates reflecting the judgment of senior management and involve known and unknown risks and uncertainties. These forward-looking statements are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Accordingly, these forward-looking statements should be considered in light of various important factors, including, but not limited to, those set forth in “Item 3. Key Information—D. Risk Factors” in our 2016 Annual Report.

We do not intend to revise any forward-looking statements in order to reflect any change in our expectations or events or circumstances that may subsequently arise. We expressly disclaim any obligation to update or revise any of these forward-looking statements, whether because of future events, new information, a change in our views or expectations, or otherwise. We make no prediction or statement about the performance of our securities. You should carefully review and consider the various disclosures included in this Report and in our other filings made with the SEC that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.

ITEM 3 — QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in interest rates and foreign currency fluctuations. We use interest rate swaps to manage interest rate price risks and we have entered into foreign currency forward contracts to manage foreign currency fluctuations. We do not use these financial instruments for trading or speculative purposes.

Interest Rate Risk

As of March 31, 2017, our variable-rate credit facilities totaled $2.4 billion, of which we had entered into interest rate swap agreements to fix the rates on a notional principal amount of $1.3 billion. These interest rate swaps have a fair value of $207.6 million in the counterparties’ favor.

The tables below provide information about our financial instruments at March 31, 2017 that are sensitive to changes in interest rates. In addition to the disclosures in this interim report, please read notes 10 and 11 to our consolidated financial statements included in our 2016 Annual Report, which provide additional information with respect to our existing credit and lease facilities.

	Principal Payment Dates
(in thousands of US dollars)	Remainder of 2017		2018		2019		2020		2021		Thereafter
Credit Facilities ⁽¹⁾	$	320,464	$	198,200	$	409,265	$	216,573	$	286,689	$	943,802
Lease Facilities ⁽²⁾		14,276		26,997		28,100		29,266		30,541		231,787
Operating Leases ⁽³⁾		97,327		130,832		132,045		133,290		134,905		685,928

^{_____________________}

⁽¹⁾

Represents principal payments on amounts drawn on our credit facilities that bear interest at variable rates. We have entered into interest rate swap agreements under certain of our credit facilities to swap the variable interest rates for fixed interest rates. For the purposes of this table, principal payments are determined based on contractual repayments in commitment reduction schedules for each related facility.

⁽²⁾

Represents payments, excluding amounts representing interest payments, on amounts drawn on our lease facilities that bear interest at variable rates.

⁽³⁾

Represents payments under our operating leases for certain vessels that we have entered into sale-leaseback transactions where the lease term commenced upon delivery of the vessels. Payments under the operating leases have a variable component based on underlying interest rates.

As of March 31, 2017, we had the following interest rate swaps outstanding:

Fixed Per Annum Rate Swapped for LIBOR		Notional Amount as of March 31, 2017 (in thousands of US dollars)		Maximum Notional Amount ⁽¹⁾ (in thousands of US dollars)		Effective Date	Ending Date
	5.6400%	$	645,970	$	645,970	August 31, 2007	August 31, 2017	⁽²⁾
	5.4200%		416,053		416,053	September 6, 2007	May 31, 2024
	5.6000%		148,800		148,800	June 23, 2010	December 23, 2021	⁽²⁾
	5.9450%		107,301		107,301	January 30, 2014	May 31, 2019
	5.8700%		—		620,390	August 31, 2017	November 28, 2025

^{_____________________}

⁽¹⁾

Over the term of the interest rate swaps, the notional amounts increase and decrease. These amounts represent the peak notional amount over the remaining term of the swap.

⁽²⁾

Prospectively de-designated as an accounting hedge in 2008.

Counterparties to these financial instruments may expose us to credit-related losses in the event of non-performance. As of March 31, 2017, these financial instruments are primarily in the counterparties’ favor. We have considered and reflected the risk of non-performance by us and our counterparties in the fair value of our financial instruments as of March 31, 2017. As part of our consideration of non-performance risk, we perform evaluations of

our counterparties for credit risk through ongoing moni toring of their financial health and risk profiles to identify funding risk or changes in their credit ratings.

Counterparties to these agreements are major financial institutions, and we consider the risk of loss due to non-performance to be minimal. We do not require collateral from these institutions. We do not hold and will not issue interest rate swaps for trading purposes.

PART II — OTHE R INFORMATION

Item 1 — Legal Proceedings

None.

Item 1A — Risk Factors

None.

Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3 — Defaults Upon Senior Securities

None.

Item 4 — Mine Safety Disclosures

Not Applicable.

Item 5 — Other Information

The Company’s 2017 Annual Meeting of Shareholders was held on April 21, 2017. Briefly described below is each matter voted on at the meeting:

⁽¹⁾

Election of the following individuals, nominated by the board of directors, to serve a one-year term until the 2018 Annual Meeting of Shareholders. There was no solicitation in opposition to the board’s nominees for the directors listed in the Company’s definitive proxy statement dated March 15, 2017. Due to the unforeseen resignation of former director Graham Porter on April 9, 2017, and the appointment by the board on that date of Larry Simkins as a director, the board approved Mr. Simkins as a replacement nominee for election at the 2017 Annual Meeting of Shareholders and the persons named as proxyholder in the definitive proxy statement voted all applicable proxies for the election of Mr. Simkins. All of the nominees listed below were elected at the meeting.

	Number of Shares Voted
Name	For		Withheld		Broker Non-Votes
Kyle R. Washington		75,458,939		4,680,974		445,906
Gerry Wang		75,451,003		4,688,910		445,906
John C. Hsu		76,896,435		3,243,478		445,906
Harald H. Ludwig		75,462,170		4,677,743		445,906
David Lyall		75,463,666		4,676,247		445,906
Nicholas Pitts-Tucker		76,909,362		3,230,551		445,906
Peter S. Shaerf		76,878,923		3,260,990		445,906
Larry Simkins		76,909,362		3,230,551		445,906

^{_____________________}

⁽²⁾

Ratification of the appointment of KPMG LLP, Chartered Accountants as the Company’s independent auditors for the fiscal year ending December 31, 2017. Total common stock voted was 80,355,023 in favor, 158,250 opposed, 72,545 abstained and no broker non-votes. The appointment of KPMG LLP as the independent auditors for the fiscal year ending December 31, 2017 was ratified.

At the April 24, 2017 meeting of the Company’s board of directors after the 2017 Annual General Meeting of shareholders, the board of directors expanded the board from eight to nine members a nd appointed David Sokol to the board. Mr. Sokol was also appointed to our Compensation Committee and our newly created Executive Committee by our board.

Item 6 — Exhibits

Exhibit Number		Description

3.1		Amended and Restated Bylaws of Seaspan Corporation (incorporated herein by reference to Exhibit 1.2 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2011 (File No. 001-32591), filed with the SEC on March 23, 2012).

3.2		First Amendment to the Amended and Restated Bylaws of Seaspan Corporation (incorporated herein by reference to Exhibit 3.5 to the Company’s Form 6-K for the quarter ended March 31, 2015 (File No. 001-32591), filed with the SEC on April 30, 2015).

3.3		Second Amendment to the Amended and Restated bylaws of Seaspan Corporation.

10.1		Agreement to Terminate Financial Services Agreement, dated April 19, 2017 and effective April 10, 2017 between Seaspan Financial Services Ltd. and Seaspan Corporation.

10.2		Amendment to Executive Employment Agreement, dated April 10, 2017, between Seaspan Corporation and Gerry Wang.

10.3		Registration Rights Agreement, dated May 16, 2016, between Seaspan Corporation and Seaspan Financial Services Ltd.

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